VOXX International
Annual Report 2015

Plain-text annual report

VOXX INTERNATIONAL CORP FORM 10-K/A (Amended Annual Report) Filed 07/09/15 for the Period Ending 02/28/15 Address 180 MARCUS BLVD HAUPPAUGE, NY 11788 6312317750 CIK 0000807707 Telephone Symbol VOXX SIC Code 5065 - Electronic Parts and Equipment, Not Elsewhere Classified Industry Electronic Instr. & Controls Sector Fiscal Year Technology 02/29 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the fiscal year ended February 28, 2015 Commission file number 0-28839 VOXX INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:1) No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:1) No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  No (cid:1) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer", "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one): Large accelerated filer (cid:1) Accelerated filer  Non-accelerated filer (cid:1) Smaller reporting company (cid:1) Indicate by check mark whether the Registrant is a shell company (as defined in rule 12b-2 of the Act). Delaware (State or other jurisdiction of incorporation or organization) 13-1964841 (IRS Employer Identification No.) 180 Marcus Blvd., Hauppauge, New York (Address of principal executive offices) 11788 (Zip Code) (631) 231-7750 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of Each Exchange on which Registered Class A Common Stock $.01 par value The Nasdaq Stock Market LLC 1  Yes (cid:1) No  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No (cid:1) The aggregate market value of the common stock held by non-affiliates of the Registrant was $196,664,619 (based upon closing price on the Nasdaq Stock Market on August 31, 2014 ). The number of shares outstanding of each of the registrant's classes of common stock, as of May 13, 2015 was: DOCUMENTS INCORPORATED BY REFERENCE Part III - (Items 10, 11, 12, 13 and 14) Proxy Statement for Annual Meeting of Stockholders to be filed on or before June 10, 2015. EXPLANATORY NOTE - AMENDMENT The sole purpose of this Amendment to the Registrant’s Annual Report on Form 10-K for the period ended February 28, 2015 (the “Form 10-K”) is to add and/or correct exhibits, as follows: 1) To add an exhibit for the employment agreement of Ludwig Geis, Chief Executive and President of VOXXHirschmann, a named executive officer in the Company's proxy statement filed with the SEC on June 10, 2015. 2) To correct Exhibit 99.1 and 99.2 (the “Exhibits”) to reflect the final issued financial statements of ASA Electronics, LLC and subsidiaries ("ASA") and to correct the consent of McGladrey LLP. Exhibit 99.1 inadvertently contained an incorrect date and opinion references, as well as included certain typographical errors within the financial statement footnotes and a non GAAP supplemental schedule that should not be included with the publicly filed statements. Exhibit 99.1, attached to this Amendment, corrects these issues. In addition, the consent of McGladrey LLP in Exhibit 99.1 for the Form 10K did not include a Form S-3 file number incorporated by reference. Exhibit 99.2, attached to the Amendment, includes this file number. The remainder of our Form 10-K is not reproduced in this amendment. This amendment has not been updated to reflect events occurring subsequent to the filing of the Company's Form 10-K, and except as indicated, does not modify or update disclosures made in the original Form 10-K, except as specifically noted above. 2 Class Outstanding Class A common stock $.01 par value 21,906,994 Class B common stock $.01 par value 2,260,954  SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 3 VOXX INTERNATIONAL CORPORATION July 9, 2015 By: /s/ Patrick M. Lavelle Patrick M. Lavelle, President and Chief Executive Officer  Employment Agreement EMPLOYMENT AGREEMENT between Hirschmann Car Communication GmbH Stuttgarter Str. 45 - 51 72654 Neckartenzlingen - Company - represented by Hirschmann Industries GmbH Stuttgarter Str. 45 - 51 72654 Neckartenzlingen and Mr. Ludwig Geis - Mr. Geis - . Sec. 1 Hiring and work As of April February 1, 2007 [change initialed] Mr. Geis is appointed as General Manager of the Company and in this capacity reports to the CEO of the Hirschmann Group. The work location is Neckartenzligen. The relevant date for the calculation of seniority is April February 1, 2007 [change initialed]. The scope of responsibility for Mr. Geis encompasses complete responsibility for the direction of the Company of the Hirschmann Car Communication Group, particularly the products in the areas of antennae and TV tuners as well as the Operations area. Sec. 2 Rights and Obligations Mr. Geis will carry out his work for the Company in accordance with the provisions of this Employment Agreement, the articles of association, the by-laws for management, the general guidelines and directives of the shareholders’ meeting or those issued in individual cases and in compliance with the statutory provisions. Mr. Geis is to devote his entire work capacity exclusively to the Company, safeguard its interests and in all matters pertaining to the Company, exercise the diligence of a conscientious businessman. Sec. 3 Duration of the Agreement The contractual relationship is concluded with a termination date of March 31, 2010. It shall be extended by 3 years at a time unless it is terminated with a notice period of one year to the end of a year. The Company may dismiss Mr. Geis as manager at any time. The withdrawal of the appointment as General Manager shall simultaneously be deemed a termination of this Employment Agreement at the next permissible time. Should the contractual relationship be terminated in the aforementioned cases or early, for serious cause, as of the end of the Agreement all reciprocal rights and obligations shall lapse with the exception of Sec. 13, “Secrecy” of this Agreement. If notice of the termination of the employment relationship is given, the Company shall have the right to  irrevocably release Mr. Geis from performance of work at any time, under continued payment of the contractual drawings (target income). In the event of release Mr. Geis is entitled to end the contractual relationship early at any time, with a notice period of one month. Sec. 4 Remuneration The Company shall pay Mr. Geis as remuneration for his work an annual gross target income for a full fiscal year of EUR 380.000, -p.a. (in words: EUR three hundred eighty thousand p.a.) the composition and payment of which are set forth below. a) The Company will pay Mr. Geis a fixed salary in the gross amount of EUR 228.000 (in words: EUR two hundred twenty-eight thousand) in twelve same rates by 19.000 (in words: nineteen thousand) to the end of the month. The agreement on targets is to be revised annually as a supplement to this Employment Agreement. The agreement on targets for the fiscal year 2007 including the resulting calculation of the variable remuneration, is attached to this Agreement as Appendix 1 . For the fiscal year 2007 100% achievement of the target on a pro-rata temporis basis has been agreed upon. The extra work needed to fulfill the duties assigned, as well as all work for other companies of the Hirschmann Group are covered by the total drawings. Any existing shop agreements in the Company or company regulations governing additional remuneration of whatever type, shall not apply for Mr. Geis or are covered by the total drawings in accordance with this Agreement. Remuneration for the work as a member of a supervisory board, advisory board, board of directors or similar committee are set off against the salary entitlements (remuneration) if the company involved is part of the Hirschmann Group. The assignment of salary entitlements to third parties is excluded. The remuneration will be paid in a non-cash transfer to the account named by Mr. Geis. b) Furthermore, for each fiscal year ended, Mr. Geis will receive a variable remuneration (bonus) that is paid out as of the end of the month in which the Company’s annual financial statements are determined. The bonus, consisting of two components dependent upon the achieving of the annual targets, is to be set each November for the following year. (1) The first component of the bonus is based on the targets agreed upon annually between the Company and Mr. Geis and if the annual targets are achieved, is a gross amount of EUR 102.000 (in words: EUR one hundred two thousand) for a full fiscal year. Should the agreed upon targets be exceeded or not achieved, this part of the bonus is to be increased or decreased in the stages set by a maximum of one half, i.e. in any event it will be EUR 51.000 (in words: EUR fifty-one [thou]sand) and may reach one and one half times, in such case EUR 153.000 (in words: EUR one hundred fifty-three thousand) in each case for a full fiscal year. (2) The second component of the bonus is based on the EBITDA realized annually and the cash flow of the HCC Group (consolidated) and, if the actual earnings reach the target earnings set (drawing basis), EUR 50.000 (in words: EUR fifty thousand) for a full fiscal year. If the planned target earnings are exceeded or not achieved, this part of the bonus is increased or decreased in the stages set by a maximum of its full amount, i.e. it ranges between 0 and EUR 100.000 (in words: EUR one hundred thousand) for a full fiscal year. This drawings basis may be expanded by additional parameters. On this see the separate determination and evaluation of the variable salary components pursuant to Appendix..  Sec. 5 Assumption of apartment rent and flights home For the duration of the maintenance of two households, the Company will grant Mr. Geis a monthly rent subsidy in the amount of EUR 500. Furthermore, the Company will assume the costs of flights home for Mr. Geis. As a separation allowance, the monetary value of this benefit is tax-free. Sec. 6 Remuneration in the event of sickness or death In the event of incapacity to work or other absence from work through no fault of his own, which Mr. Geis must immediately report to the Chairman of the Group Management, and which may have to be confirmed after three days by a medical certificate of incapacity to work, the Company will pay Mr. Geis the target income set forth in Sec. 4 Par. 1 (fixed salary and bonus) for the duration of six months, and the fixed salary set forth in Sec. 4 Par. 1 a) for an additional six months, but not beyond the duration of the employment relationship. The Company’s payment will be reduced by any continued payments of salary from the statutory health insurance. In the event that there is private health insurance, the reduction is to be made based on the status of the comparable statutory health insurance. In the event of death, the remuneration cited in Par. 1 will continue to be paid for the duration set forth therein, beginning with the end of the month of death, to those persons named as beneficiaries of support. To the extent that based on his incapacity to work Mr. Geis has a claim against a third party for replacement of his drawings, he is to assign these to the Company up to the amount of the remuneration that continued to be paid to him. Mr. Geis will inform the Company without special request of the occurrence of the conditions for such a claim. Sec. 7 Vacation Mr. Geis is entitled to an annual vacation of 30 work days. Work days are all calendar days with the exception of Saturdays, Sundays and legal holidays at the Company’s registered office. Aside from that the entitlement to vacation is determined by the Company’s vacation policy. The respective date of the vacation is to be coordinated in a timely manner as part of the vacation planning with the Chairman of Group Management. Sec. 8 Company car The Company will provide Mr. Geis with a company car, which Mr. Geis may also use personally. The maximum net finance leasing installment to be borne by the Company is EUR 800. Mr. Geis is free to personally pay a leasing installment exceeding that amount. The personal share of the vehicle use is to be taxable to Mr. Geis pursuant to the respectively-applicable German tax guidelines as a benefit with monetary value, which will be taken into account in the salary calculation. Sec. 9 Accident insurance The Company will take out an insurance policy for Mr. Geis at its own expense, with the following coverage sums, which in the event of death are to be paid out to the heirs to be named: EUR 1 million for death EUR 2 million for disability The parts of this additional benefit are to be taxable to Mr. Geis pursuant to the respectively-applicable German tax guidelines.  Sec. 10 Medical- and old-age pension The Company will reimburse Mr. Geis for the costs of preventive medical examinations within the scope of the respectively-applicable company regulations. The Company will reimburse Mr. Geis for half of the costs incurred for a private health insurance policy. The Company is willing to give Mr. Geis an employee-financed pension commitment that is covered by a life insurance policy taken out in favor of Mr. Geis, and financed from shares in the remuneration that Mr. Geis waives in advance. Sec. 11 Compensation for travel costs Mr. Geis will be compensated for costs incurred by him through business trips occasioned by his work for the Company, based on the respectively-applicable determinations of the Company and the respectively-applicable German tax guidelines. Business trips to non-European countries are to be coordinated in advance with the Chairman of the Group Management. Sec. 12 Ancillary work and publications Without prior consent of the sole shareholder, Mr. Geis is not permitted to take on any ancillary work for pay; this also includes media work. Mr. Geis may not do any commercial or freelance work, nor may he execute transactions in the area in which the Hirschmann Group is active, either for his own account or for the account of another, nor may he hold an active interest in other companies or work at another company as a member of a supervisory board or in any other manner. The acceptance of honorary offices for which there is no statutory obligation also needs the consent of the sole shareholder. Sec. 13 Secrecy For the duration of the employment relationship and after its end, Mr. Geis must maintain secrecy concerning this Agreement and furthermore concerning all the Company’s matters, as well as those of the Hirschmann Group, and must see to it that other Company employees become aware of it only to the extent necessary to fulfill their duties. The duty of secrecy shall also apply in the personal sphere and after leaving the Company. Records of any type, including in particular calculations, sketches, drawings, documents, printed matter, even if they appear without value, shall remain the property of the Company, irrespective of the copyright or identity of the author. The publication and duplication of Company-related records, along with presentations on an area in which the Hirschmann Group is active, particularly on designs, manufacturing methods, market and business relationships require, in addition to the customary notifications of such information in the course of the Company’s regular business relationships, the explicit consent of the Chairman of Management. Sec. 14 Employee inventions  Mr. Geis will inform the Company of inventions, proprietary rights and applications for proprietary rights that he may have, in whole or in part. Anything that Mr. Geis invents for the duration of the employment relationship and that, in the Company’s judgment, falls within its sphere of interest or may be included therein, is the property of the Company. The statutory provisions concerning employee inventions shall not apply to anything invented during the employment relationship. These inventions are covered by the total remuneration. Sec. 15 Change in personal circumstances Any change of address or in personal circumstances is to be indicated immediately by Mr. Geis, to the extent that it is of significance to the contractual relationship. Should disadvantages result from a delayed or omitted notice, these are to be the responsibility of Mr. Geis. Sec. 16 Processing of personal data Within the scope of the purpose of this Agreement, Mr. Geis grants permission for the processing of personal data (storage, transfer, modification) in accordance with the provision of the Federal Data Protection Act. Sec. 17 Final provisions At the end of the contractual relationship, Mr. Geis is obliged to surrender to the company, to be received by designated persons, all business matters handled by him personally, stocks, money, books, written documents, etc. Mr. Geis agrees that at the end of the contractual relationship he will resign from all honorary offices assumed by him in connection with the work for the Company and will express to the companies or institutions concerned that the Company reserves the right to name another representative of the Company to fill the offices formerly held by him. Should any provision of this Agreement, for any reason, be or become legally invalid in whole or in part, this shall not adversely affect the validity of the remaining contractual provisions. Instead, the legally invalid provision is to be replaced by a valid stipulation that largely incorporates the intent of the contractual parties as it was to have been expressed in the invalid provision. The same shall apply to any gap in the Agreement. Amendments and supplements to the Agreement, including this provision, require written form to be valid. This Agreement is governed by the law of the Federal Republic of Germany. The place of performance is Neckartenzlingen. This Agreement is signed in two copies. By his signature Mr. Geis confirms having received one copy signed by the Company. Neckartenzlingen, date October 10, 2006 [signature] [signature] Hirschmann Car Communication GmbH Ludwig Geis Represented by Hirschmann Industries GmbH represented by the General Manager Reinhard Sitzmann Appendix 1: Agreement on targets for fiscal year 2007 Appendix 1  Determination and Evaluation of the Variable Salary Share for 2007 Name: Ludwig Geis Department: Chairman of the General Manager Hirschmann Car Communication GmbH Fixed salary: € 228,000.00 Target salary: € 380,000.00 Minimum: € 279,000.00 Maximum: € 481,000.00 Agrees to the determination of the goals: yes / no Neckartenzlingen, date ……………………. _________________________________________________ Ludwig Geis Reinhard Sitzmann ________________________________________________________________________________ Agrees to the evaluation of the goals: yes / no Neckartenzlingen, date ……………………. _________________________________________________ Ludwig Geis Reinhard Sitzmann Supplementary Agreement Between Variable share at 100% € 152,000.00 Achieved as of end of 2007 EB1 Minimum Maximum € 102,000.00 € 51,000.00 € 153,000.00 EB2 100% Minimum Maximum € 50,000.00 € 0.00 € 100,000.00 EB1 EBITDA HCC NT € 51,000.00 € 25,500.00 € 76,500.00 at at at EB1 Working Capital HCC Group € 51,000.00 € 25,500.00 € 76,500.00 at at at EB2 EBITDA HCC Group € 25,000.00 € 0.00 € 50,000.00 at at at EB2 Pre-tax cash flow II HCC Group € 25,000.00 € 0.00 € 50,000.00 at at at   Hirschmann Industries GmbH Stuttgarter Str. 45 - 51 72654 Neckartenzlingen represented by the sole shareholder - hereinafter called Company - and Mr. Ludwig Geis residing at Binderstrasse 14, 31141 Hildesheim This agreement is concluded as a supplement to the Employment Agreement dated [illegible handwritten date ] If within the scope of the planned sale of the Hirschmann Group an industrial partner should emerge as investor, or if upon the partial sale of Hirschmann Car Communication GmbH Division, an industrial partner instead of a private equity partner emerges, then Mr. Ludwig Geis shall have the unilateral option, as of the signing of the Employment Agreement, to terminate it in writing with a notice period of two weeks. The right to extraordinary termination shall exist up to and including December 31, 2007. Both Parties hereby agree to assess the circumstances in this respect by mutual agreement by the end of the year. Should this not be possible for transactional reasons by December 31, 2006, the latest date for a decision is January 31, 2007. Neckartenzlingen [ handwritten date: October 10, 2006 ] [ signature ] [ signature ] Reinhard Sitzmann Ludwig Geis Hirschmann Car Communication GmbH represented by Hirschmann Industries GmbH as sole shareholder  Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, Patrick M. Lavelle, certify that: 1. I have reviewed this annual report on Form 10-K/A of VOXX International Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. July 9, 2015 /s/Patrick M. Lavelle Patrick M. Lavelle President and Chief Executive Officer   Exhibit 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, C. Michael Stoehr, certify that: 1. I have reviewed this annual report on Form 10-K/A of VOXX International Corporation (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. July 9, 2015 /s/ C. Michael Stoehr C. Michael Stoehr Senior Vice President and Chief Financial Officer   Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of VOXX International Corporation (the “Company”) on Form 10-K/A for the period ended February 28, 2015 (the “Report”) as filed with the Securities and Exchange Commission on the date hereof, I, Patrick M. Lavelle, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: *A signed original of this written statement required by Section 906 has been provided to VOXX International Corporation and will be retained by VOXX International Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-K/A or as a separate disclosure document 1) The Report fully complies with Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 9, 2015 /s/ Patrick M. Lavelle Patrick M. Lavelle  Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of VOXX International Corporation (the “Company”) on Form 10-K/A for the period ended February 28, 2015 (the “Report”) as filed with the Securities and Exchange Commission on the date hereof, I, C. Michael Stoehr, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: *A signed original of this written statement required by Section 906 has been provided to VOXX International Corporation and will be retained by VOXX International Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-K/A or as a separate disclosure document 1) The Report fully complies with Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 9, 2015 /s/ C. Michael Stoehr C. Michael Stoehr  Consolidated Financial Statements and Report of Independent Certified Public Accountants ASA Electronics, LLC and Subsidiaries November 30, 2014 and 2013 , and for the years ended November 30, 2014 , 2013 and 2012  Contents Report of Independent Certified Public Accountants 1 Consolidated Financial Statements Balance sheets 3 Statements of income 4 Statements of members' equity 5 Statements of cash flows 6 Notes to financial statements 7  REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Grant Thornton LLP 175 W Jackson Boulevard, 20th Floor Chicago, IL 60604-2687 T 312.856.0200 F 312.565.4719 GrantThornton.com linkd.in/GrantThorntonUS twitter.com/GrantThorntonUS Members ASA Electronics, LLC and Subsidiaries We have audited the accompanying consolidated financial statements of ASA Electronics, LLC (a Delaware limited liability company) and subsidiaries (the Company), which comprise the consolidated balance sheet as of November 30, 2014, and the related consolidated statements of income, changes in members’ equity, and cash flows for the year then ended, and the related notes to the financial statements. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1  Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASA Electronics, LLC and subsidiaries as of November 30, 2014, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other matters We also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended November 30, 2013, and our report dated January 24, 2014, expressed an unmodified opinion on those 2013 consolidated financial statements. The consolidated financial statements of the Company as of and for the year ended November 30, 2012, were audited by other auditors in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those auditors expressed an unmodified opinion on those 2012 consolidated financial statements in their report dated February 1, 2013. GRANT THORNTON LLP Chicago, Illinois 01/26/2015 2 ASA Electronics, LLC and Subsidiaries Consolidated Balance Sheets November 30, The accompanying notes are an integral part of these statements. 3 2014 2013 ASSETS CURRENT ASSETS Cash and cash equivalents $ 11,728,900 $ 11,307,826 Available-for-sale securities 6,612,999 6,000,000 Trade receivables, net 7,993,998 7,051,656 Receivables - related party 313 1,000 Net Inventories 18,829,431 16,715,722 Prepaid expenses and other assets 337,425 553,924 Prepaid expenses - related party 46,397 45,457 Total current assets 45,549,463 41,675,585 LEASEHOLD IMPROVEMENTS AND EQUIPMENT, NET 2,596,302 2,394,300 INTANGIBLE ASSETS 2,742,123 2,742,123 TOTAL ASSETS $ 50,887,888 $ 46,812,008 LIABILITIES AND MEMBERS' EQUITY CURRENT LIABILITIES Accounts payable $ 2,532,315 $ 1,339,931 Accounts payable - related party 369,523 47,000 Accrued expenses: Payroll and related taxes 1,773,665 2,040,625 Warranty 2,302,926 2,023,000 Accrued customer co-op/rebates 663,840 583,086 Other 168,977 151,274 Total current liabilities 7,811,246 6,184,916 COMMITMENTS AND CONTINGENCIES LONG-TERM LIABILITIES Warranty 383,821 439,000 Total liabilities 8,195,067 6,623,916 MEMBERS' EQUITY 42,692,821 40,188,092 TOTAL LIABILITIES AND MEMBERS' EQUITY $ 50,887,888 $ 46,812,008 ASA Electronics, LLC and Subsidiaries Consolidated Statements of Income November 30, The accompanying notes are an integral part of these statements. 4 2014 2013 2012 Net sales $ 92,651,340 $ 92,500,296 $ 84,641,165 Cost of goods sold 71,028,347 70,567,304 65,928,392 Gross profit 21,622,993 21,932,992 18,712,773 Selling, general and administrative expenses 10,203,961 10,136,384 9,726,938 Operating income 11,419,032 11,796,608 8,985,835 Other income: Interest income 58,373 43,744 36,229 Other 382,597 3,361 — Total other income 440,970 47,105 36,229 NET INCOME $ 11,860,002 $ 11,843,713 $ 9,022,064 ASA Electronics, LLC and Subsidiaries Consolidated Statements of Members' Equity November 30, The accompanying notes are an integral part of these statements. 5 2014 2013 2012 Balance, beginning of year $ 40,188,092 $ 33,916,314 $ 29,460,652 Net income 11,860,002 11,843,713 9,022,064 Member distributions (9,355,273 ) (5,571,935 ) (4,566,402 ) Balance, end of year $ 42,692,821 $ 40,188,092 $ 33,916,314 ASA Electronics, LLC and Subsidiaries Consolidated Statements of Cash Flows November 30, The accompanying notes are an integral part of these statements. 6 2014 2013 2012 Cash Flows From Operating Activities Net income $ 11,860,002 $ 11,843,713 $ 9,022,064 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,149,988 961,996 1,168,476 Inventory writedowns and reserves 568,979 26,221 75,900 (Gain) loss on sale of equipment 55,703 (1,352 ) 11,062 Change in assets and liabilities: Trade receivables (941,655 ) 453,779 (1,353,350 ) Inventories (2,682,688 ) 454,094 (2,361,507 ) Prepaid expenses 215,559 (99,685 ) (113,597 ) Accounts payable 1,514,907 62,175 (532,581 ) Accrued expenses 56,245 614,788 130,196 Other 395 — — Net cash provided by operating activities 11,797,435 14,315,729 6,046,663 Cash Flows From Investing Activities Proceeds on sale of equipment 6,533 — 9,940 Purchase of leasehold improvements and equipment (1,414,620 ) (1,335,606 ) (786,917 ) Other — — (150,000 ) Proceeds from sale of available-for-sale securities 5,710,000 895,000 1,395,000 Purchase of available-for-sale securities (6,323,000 ) (2,895,000 ) (4,340,000 ) Net cash used in investing activities (2,021,087 ) (3,335,606 ) (3,871,977 ) Cash Flows From Financing Activities Member distributions (9,355,274 ) (5,571,935 ) (4,566,402 ) Net cash used in financing activities (9,355,274 ) (5,571,935 ) (4,566,402 ) Increase (decrease) in cash and cash equivalents 421,074 5,408,188 (2,391,716 ) Cash and cash equivalents, beginning of year 11,307,826 5,899,638 8,291,354 Cash and cash equivalents, end of year $ 11,728,900 $ 11,307,826 $ 5,899,638  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business Since 1977, ASA Electronics, LLC, formerly known as Audiovox Specialized Applications, LLC (ASA or the Company), has built a reputation developing mobile electronics specifically designed and tested to withstand the rigors of niche markets in the automotive industry, including the recreational vehicle, commercial vehicle, heavy-duty truck, agricultural, construction, bus, power sports, marine and spa industries. Its proprietary line of products includes Jensen 12-volt LCD and LED flat panel televisions, stereos and speakers; Voyager observation systems; and Advent microwaves, refrigerators and rooftop air conditioners. These high-quality mobile electronics and appliances are designed and tested in a research and development lab located at the Company’s corporate offices. ASA’s engineering team works in conjunction with its customers’ designers, engineers and sales team to develop customized solutions. In 2012, ASA expanded its product offerings to exclusively distribute products from Polk Audio into OEM specialty markets, including the Marine, Recreational Vehicle and Commercial industries. In 2013, the Company entered into a licensing agreement with Polk Audio to design, engineer and produce weatherized audio products. Polk Audio, also established in the 1970’s, is an award-winning designer and manufacturer of high-performance audio products, who has become the market leader in premium home and marine speakers, sound bars, amplifiers and other high-end audio products. The addition of Polk Audio products complements ASA’s existing product lineup and provides a full spectrum of audio, video, observation and appliance options for its customers. The various products offered by ASA are sold throughout the world to original equipment manufacturers as well as the respective aftermarket segments. In addition to the headquarters in Elkhart, Indiana, ASA also has two public distribution centers in Oregon and California, and a trading office in Shenzhen, China. Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and wholly owned subsidiaries. All significant intercompany accounts have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue from product sales at the time of passage of title and risk of loss to the customer either at F.O.B. Shipping Point or F.O.B. Destination, based upon terms established with the customer. The Company’s selling price is fixed and determined at the time of shipment and collectability is reasonably assured and not contingent upon the customer’s resale of the product. The customers are generally not given rights of return. In the event customers are granted rights of return, the Company estimates and records an allowance for future returns. At November 30, 2014 and 2013, no such allowance was deemed necessary. Product sales are generally not subject to acceptance or installation by the Company or customer personnel. All sales transactions are denominated in U.S. dollars. Sales Incentives The Company offers sales incentives to its customers primarily in the form of co-op advertising allowances and rebates. All significant sales incentives require the customer to purchase the Company’s products during a specified period of time, and are based on either a fixed dollar amount or set percentage of sales. Claims are settled either by the customer claiming a deduction against an outstanding account receivable or by the customer requesting a check. Since the sales 7  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 incentive percentage can be reasonably estimated, the Company records the related rebate at the time of sale. The Company has also entered into the recreational vehicle aftermarket segment, with several of those customers having dollar-specific co-op advertising programs for participation in trade shows, placement in catalogues, countertop display units and other marketing programs. These co-op advertising programs are reviewed and adjusted, as necessary, on a quarterly basis. As of November 30, 2014 and 2013, the co-op and rebate accrual reflected as a liability on the consolidated balance sheets was approximately $663,840 and $583,086, respectively. The Company records all sales incentives as an offset to total sales on the consolidated statements of income. Shipping and Delivery The Company recognizes shipping and delivery costs in selling, general and administrative expenses in the accompanying consolidated statements of income. These costs for the years ended November 30, 2014, 2013 and 2012, were approximately $529,008, $621,000 and $649,000, respectively. State Sales Taxes The Company has elected to report sales tax charged on sales on a net basis. Cash and Cash Equivalents For purposes of the consolidated statement of cash flows, the Company considers investments in various repurchase agreements with its bank, money market accounts and treasury bills with a maturity of three months or less to be cash equivalents. Cash equivalents amounted to approximately $9,462,220 and $10,315,713 at November 30, 2014 and 2013, respectively. The Company maintains its cash accounts in amounts, which at times may be in excess of insurance limits provided by the Federal Deposit Insurance Corporation. The Company does not believe it is subject to any significant credit risk related to these balances. Trade Receivables Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Trade receivables in the accompanying consolidated balance sheets at November 30, 2014 and 2013, are stated net of an allowance for doubtful accounts of approximately $55,000 and $55,000, respectively. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. Generally, a trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 30 days. Inventories The Company values its inventory at the lower of the actual cost to purchase (primarily on a weighted moving average basis) or the current estimated market value of the inventory less expected costs to sell the inventory. The Company regularly reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily from selling prices, indications from customers based upon current price negotiations and lower market prices. The Company’s industry is characterized by rapid technological change and frequent new product introductions that could result in an increase in the amount of obsolete inventory quantities on hand. 8  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 During the years ended November 30, 2014, 2013 and 2012, the Company recorded write-downs of inventory of approximately $569,000, $26,000 and $76,000, respectively, related to lower of cost or market adjustments. These charges to income are included in cost of goods sold in the accompanying consolidated statements of income. Leasehold Improvements and Equipment All fixed asset purchases are recorded at the original cost. Leasehold improvements are amortized over the lesser of the underlying lease term or the estimated useful lives. Equipment is depreciated principally using the straight-line method over the following estimated useful lives: Tooling is amortized on a per unit basis. The Company estimates the annual sales volume produced and life expectancy of the tooling to determine the per unit amortization amount. This per unit amount increases inventory cost upon receipt into a U.S. warehouse and is subsequently charged to cost of goods sold upon sale of the related product. Intangible Assets The Company acquired certain trademark rights from Voxx International (Voxx) in August 2003. In connection with the acquisition, Voxx sublicensed its rights in relation to the trademark to the Company and cannot terminate these rights under the terms of the acquisition agreement. The Company has accounted for trademark rights as an indefinite-lived intangible asset. Accounting standards require that intangible assets with indefinite useful lives be tested for impairment at least annually or more frequently if an event occurs or circumstances change that could more likely than not reduce the fair value below its carrying amount. When determining the fair value of trademark rights, the Company uses the relief from royalty method, which requires the determination of fair value based on if the Company was licensing the right to the trademark in exchange for a royalty fee. The Company utilizes the income approach to determine future revenues to which to apply a royalty rate. The royalty rate is based on market approach concepts. In considering the value of trademark rights, the Company looks to relative age, consistent use, quality, expansion possibilities, relative profitability and relative market potential. The Company has performed its annual impairment test for the years ended November 30, 2014, 2013 and 2012, and no impairment was identified. Long-lived Assets In accordance with accounting standards, the Company reviews its long-lived assets periodically to determine potential impairment. If indicators are present, the Company compares the carrying value of the long-lived assets with the estimated future net undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future net cash flows be less than the carrying value, the Company would recognize an impairment loss at that date. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets. There was no impairment of long-lived assets for the years ended November 30, 2014, 2013 and 2012. 9 Asset description Estimated useful life Leasehold improvements 5-9 years Machinery and equipment 5-10 years Tooling and molding 1-3 years Transportation equipment 5 years Office furniture and fixtures 10 years Computer equipment 3 years Booth displays 7 years  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 Warranties The Company provides a limited warranty primarily for a period of up to two years for its products. The Company’s standard warranties require the original equipment manufacturer, aftermarket distributor, its dealers or the end user to repair or replace defective products during such warranty periods at no cost to the consumer. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized. The related expense is included in cost of goods sold in the accompanying consolidated statements of income. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims, the historical lag time between product sales and product claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. The Company utilizes historical trends and analytical tools to assist in determining the appropriate loss reserve levels. Changes in the Company’s warranty liability during the years ended November 30, 2014, 2013 and 2012, are as follows: Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes As a limited liability company, the Company’s taxable income is allocated to members in accordance with their respective percentage ownership. However, a provision for Hong Kong profit tax, China enterprise income tax, China value added tax, and U.S. state income taxes for the years ended November 30, 2014 and 2013, in the amounts of approximately $29,500 and $11,000, respectively, has been recorded. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. With few exceptions, the Company is no longer subject to tax examinations by the U.S. federal, state or local tax authorities for years before 2011. Recent Accounting Guidance In May 2014, the FASB issued ASU 2014-09, "Revenues from Contracts with Customers (Topic 606)," which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects 10 2014 2013 2012 Balance, beginning of year $ 2,462,000 $ 2,245,000 $ 2,296,000 Accruals for products sold 2,091,840 2,239,681 1,905,353 Payments made (1,867,093 ) (2,022,681 ) (1,956,353 ) Balance, end of year $ 2,686,747 $ 2,462,000 $ 2,245,000  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 the consideration to which the entity expects to be entitled in exchange for those goods and services. The new guidance also includes a cohesive set of disclosure requirements intended to provide users of financial statements comprehensive information about the nature, amounts, timing and uncertainty of revenue and cash flows arising from a company's contracts with customers. ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016 and for private companies it is effective for annual reporting periods beginning December 15, 2017. Early adoption is not permitted. Retrospective or modified retrospective application of the accounting standard is required. The Company is currently evaluating the impact of ASU 2014-09 on the Company's Consolidated Financial Statements and disclosures. NOTE B - FAIR VALUE MEASUREMENTS Accounting standards specify a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs), or reflect the Company’s own assumptions of market participant valuation (unobservable inputs). In accordance with the accounting standards, these two types of inputs have created the following fair value hierarchy: Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly. Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The standard requires the use of observable market data if such data is available without undue cost and effort. For the years ended November 30, 2014 and 2013, the application of valuation techniques applied to similar assets and liabilities has been consistent. The following methods and assumptions were used to estimate the fair value of financial instruments for which it is practicable to estimate that value: Cash and cash equivalents, accounts receivable and accounts payable - The carrying amounts approximate fair value due to the short maturity of those instruments. Available-for-sale securities consist of investments in marketable debt securities. Debt securities consist primarily of obligations of municipalities and industrial revenue bonds, which are not subject to principal risk or fluctuation due to weekly interest rate adjustments. Management determines the appropriate classification of securities at the date individual investment securities are acquired and the appropriateness of such classification is reassessed at each balance sheet date. Since the Company neither buys investment securities in anticipation of short-term fluctuation in market prices nor commits to holding debt securities to their maturities, the investments in marketable debt securities have been classified as available-for-sale in accordance with accounting standards. Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, if any, are reported as a separate component of members’ equity. No unrealized gains or losses were recorded for the periods presented, and no such cumulative amounts exist. A decline in the market value of any available-for-sale security below cost that is deemed other than temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the 11  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 security is established. The Company considers numerous factors, on a case-by-case basis, in evaluating whether the decline in market value of an available-for-sale security below cost is other than temporary. Such factors include, but are not limited to (1) the length of time and the extent to which the market value has been less than cost, (2) the financial condition and the near-term prospects of the issuer or the investment, and (3) whether the Company’s intent to retain the investment for the period of time is sufficient to allow for any anticipated recovery in market value. During the years ended November 30, 2014 and 2013, the Company did not hold any investments that had such a decline in value. The bonds contain a put feature that allows the Company to periodically sell the bonds to a brokerage house at par value. The bonds also have a floating interest rate, which is reset on a periodic basis, and are backed by third-party letters of credit. As of November 30, 2014, the bonds had a weighted-average yield of 0.20%. To estimate their fair value, the Company considered the par value of the bonds, potential default probabilities, market yield curves and the seven-day put feature. The following is a summary of the Company’s Level 2 investment securities as of November 30: The cost and fair value of debt securities by contractual maturities as of November 30, 2014 are as follows: Expected maturities may differ from contractual maturities because the issuers of certain debt securities have the right to prepay their obligations without penalty. A summary of proceeds from the sale of available-for-sale securities and investment earnings for the years ended November 30, 2014 , 2013 , and 2012 is as follows: 12 2014 Level 2 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value Municipal bonds $ 6,613,000 $ — $ — $ 6,613,000 2013 Level 2 Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value Municipal bonds $ 6,000,000 $ — $ — $ 6,000,000 Fair Cost Value Due after three years $ 6,613,000 $ 6,613,000  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 NOTE C - LEASEHOLD IMPROVEMENTS AND EQUIPMENT The cost of leasehold improvements and equipment and the related accumulated depreciation at November 30, 2014 and 2013 , are as follows: NOTE D - LINE OF CREDIT The terms of a loan agreement with a bank permit the Company to borrow a maximum of $10,000,000. At November 30, 2014 and 2013, no amount was outstanding under this agreement. Borrowings under the agreement bear interest at prime minus 0.50% or LIBOR plus 2.00%, at the Company’s option; are collateralized by accounts receivable and inventories; and are subject to a tangible net worth covenant. The agreement expires on July 1, 2015, and does not include commitment fees for unused portions. No amounts were drawn during the year and no interest expense was recorded. NOTE E - MAJOR VENDORS For the years ended November 30, 2014, 2013 and 2012, the Company purchased approximately 72%, 74% and 75%, respectively, of its products for resale from its top five vendors. The top five vendors varied during the years presented. The Company’s licensing agreement with Polk Audio, dated June 17, 2013, requires that a royalty be paid on the Company’s net sales of licensed products. The agreement designates the royalty amount on a sliding scale from 5% to 10% based on calendar-year purchases of Polk Audio speakers and amplifiers. Guaranteed royalty minimums of $90,000 for 2014 and 2015 were also established. In 2014, the Company’s sales of licensed Polk Audio items exceeded the minimum royalty amount and the Company anticipates an applicable royalty rate of 5%. During 2014, the Company paid $87,665 in royalties, and also reflected a royalty liability in the amount of $22,310 as of November 30. Per the agreement, the final 2014 royalty payment will be paid within 60 days of the calendar year-end. 2014 2013 2012 Proceeds from the sale of available-for-sale securities $ 5,710,000 $ 895,000 $ 1,395,000 Interest earned $ 58,373 $ 43,744 $ 36,229 2014 2013 Leasehold improvements $ 1,115,974 $ 1,141,543 Machinery and equipment 1,536,183 1,469,346 Tooling and molding 3,514,015 2,978,999 Transportation equipment 646,580 561,176 Office furniture and fixtures 500,826 485,125 Computer equipment 1,558,619 1,472,585 Booth displays 248,237 248,237 Construction in progress 778,243 623,118 9,898,677 8,980,129 Less accumulated depreciation 7,302,374 6,585,829 $ 2,596,303 $ 2,394,300  NOTE F - TRANSACTIONS WITH RELATED PARTIES AND LEASE COMMITMENTS The Company is affiliated with various entities through common ownership by Voxx. Transactions with Voxx, its affiliates and subsidiaries for the years ended November 30, 2014 , 2013 , and 2012 are approximately as follows: 13  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 At November 30, 2014 and 2013 , amounts included in trade receivables and accounts payable resulting from the above transactions are approximately as follows: The Company leases warehouse, manufacturing and office facilities from Irions Investments, LLC, an entity related through common ownership, for approximately $47,000 per month, plus the payment of property taxes, normal maintenance and insurance on the property under an agreement that expires in August 2016, with two five-year options to extend, at the Company’s discretion. The lease with Irions Investments, LLC contains a clause that increases the monthly rent amount each year, and is based on the Consumer Price Index. The Company also leases warehouse space for $3,200 per month in Elkhart, Indiana. This arrangement is temporary in nature and the term of the lease agreement is defined as month to month. Finally, the Company leases office space in the Shenzhen province of China, with an approximate monthly rent of $8,600 through May 2016. The Company leases certain equipment from unrelated parties under agreements that require monthly payments totaling approximately $572 which expire through July 2017. The total rental expense included in the consolidated statements of income for the years ended November 30, 2014, 2013 and 2012, is approximately $712,000, $710,000 and $634,000, respectively, of which approximately $555,000, $545,000 and $535,000, respectively, was paid to Irions Investments, LLC. As of November 30, 2014 and 2013 we have prepaid rent balances paid to Irions Investments, LLC of approximately $46,000 and $45,000 respectively, which equate to one month’s lease payment. ASA utilizes two public warehouses, with locations in California and Oregon. The leases at both locations are considered month to month and can be terminated with 90 days’ notice. As a result, the commitment schedule below includes three months of outside warehouse rent charges for 2014 only. The total approximate minimum rental commitment at November 30, 2014, under the leases is due as follows: NOTE G - EMPLOYEE BENEFIT PLANS The Company has profit-sharing and 401(k) plans for the benefit of all eligible employees. The Company’s contributions are discretionary and are limited to amounts deductible for federal income tax purposes. Discretionary contributions 2014 2013 2012 Net product sales $ 2,683 $ 195,000 $ 7,000 Purchases 2,675,451 655,000 295,000 2014 2013 Trade receivables $ 313 $ 1,000 Accounts payable 369,523 47,000 Related Party Other Total Year ending November 30, 2015 $ 565,000 $ 132,000 $ 697,000 2016 430,000 60,000 490,000 2017 — 3,000 3,000 $ 995,000 $ 195,000 $ 1,190,000 14  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 were approximately $326,000, $321,000 and $310,000 for the years ended November 30, 2014, 2013 and 2012, respectively. The Company also maintains a discretionary employee bonus plan for the benefit of its key executive managers and select salespersons. The total bonus expense included in the consolidated statements of income for the years ended November 30, 2014, 2013 and 2012, is approximately $2,709,000, $2,705,000 and $2,044,000, respectively. The Company offers a health plan for its employees, which is self-insured for medical and pharmaceutical claims up to $35,000 per participant and, after that, aggregate stop-loss insurance coverage is in place. If the Company’s aggregate medical claims, including prescriptions, had exceeded approximately $520,000 in 2014, the stop-loss coverage policy would have taken effect. In 2014, the stop-loss aggregate limit was not exceeded. The medical and prescription claims totaled approximately $287,000 in 2014. The stop-loss portion of the coverage has been reinsured with an A-rated commercial carrier. The total health plan expense included in the consolidated statements of income for the years ended November 30, 2014, 2013 and 2012, is approximately $539,000, $430,000 and $621,000, respectively. These expense figures include medical, vision and dental claims, and third-party administration fees, in addition to wellness program expenses and Company contributions to health savings accounts. NOTE H - LITIGATION As of November 30, 2014, the Company had no pending legal proceedings. When a legal claim occurs, those proceedings have been, in the opinion of management, ordinary routine matters incidental to the normal business conducted by the Company. In the opinion of management, the ultimate disposition of any such proceedings are not expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. NOTE I - MAJOR CUSTOMERS Net sales to customers comprising 10% of more of total net sales for the years ended November 30, 2014 , 2013 , and 2012 and the related trade receivables balance at those dates are approximately as follows: NOTE J - MEMBERS’ EQUITY In accordance with the generally accepted method of presenting limited liability company financial statements, the accompanying consolidated financial statements do not include other corporate assets and liabilities of the members, including their obligation for income taxes on the net income of the limited liability company nor any provision for income tax expense. The limited liability company operating agreement does not provide for separate classes of ownership. Voxx and ASA share equally in all limited liability company events and the related member accounts are considered equal on a fair value basis. The expiration date of the operating agreement is February 28, 2047. Net Sales Trade Receivable Balance 2014 2013 2012 2014 2013 2012 Customer A $ 9,528,000 $ 12,705,000 $ 13,505,000 $ 791,000 $ 516,000 $ 768,000 Customer B 15,101,000 15,973,000 14,986,000 821,000 928,000 539,000 $ 24,629,000 $ 28,678,000 $ 28,491,000 $ 1,612,000 $ 1,444,000 $ 1,307,000  ASA Electronics, LLC And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2014 and 2013, and for the years ended November 30, 2014, 2013 and 2012 NOTE K - SUBSEQUENT EVENTS The Company evaluates subsequent events occurring between the most recent balance sheet date and January 26, 2015, the date that the consolidated financial statements are available to be issued in order to determine whether the subsequent events are to be recorded in and/or disclosed in the Company’s consolidated financial statements and footnotes. It is the Company’s intent to distribute funds to members to cover their income tax liabilities. Subsequent to November 30, 2014, the Company declared and paid approximately $1,861,000 of member distributions relating to the fourth quarter of 2014. 16  Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (Nos. 333-82073, 333-36762, 333-138000, 333-131911, and 333-162569) on Form S-8 and Registration Statement (No. 333-187427) on Form S-3 of VOXX International Corporation of our report, dated February 1, 2013, on the consolidated financial statements of ASA Electronics, LLC which is included in the amended Annual Report on Form 10-K/A of VOXX International Corporation and Subsidiaries for the year ended February 28, 2015. /s/ MCGLADREY LLP Elkhart, Indiana July 9, 2015  Report of Independent Registered Public Accounting Firm To the Members ASA Electronics, LLC and Subsidiary Elkhart, Indiana We have audited the accompanying consolidated statements of income, members’ equity, and cash flows for the year ended November 30, 2012, of ASA Electronics, LLC and Subsidiary . These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations of ASA Electronics, LLC and Subsidiary and their cash flows for the year ended November 30, 2012, in conformity with U.S. generally accepted accounting principles. /s/ MCGLADREY LLP Elkhart, Indiana February 1, 2013 1  CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated January 26, 2015, with respect to the consolidated financial statements of ASA Electronics, LLC, which is incorporated by reference and included in the Annual Report of Voxx International Corporation and subsidiaries on Form 10-K for the year ended February 28, 2015. We hereby consent to the incorporation by reference of said report in the Registration Statements of Voxx International Corporation on Form S-3 (File No. 333-187427) and on Forms S-8 (File No. 333-162569, File No. 333-138000, File No. 333-131911, File No. 333-36762 and File No. 333-82073). /s/ GRANT THORNTON LLP Chicago, Illinois May 14, 2015 

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